Series 103 2002 ORDINANCES/RESOLUTIONS
Section 103-074 Ord. 17170; Authorizing Issuance and Deliverty of $16,490,000 of Water and Electric System Revenue Bonds, 2002 Series A
Ordinance No. 17170 Council
Bill No. B 31-02A
AN ORDINANCE
amending and supplementing Ordinance No. 10653 of the City of Columbia, Missouri,
authorizing and directing the issuance and delivery of $16,490,000 principal amount of Water
and Electric System Revenue Bonds, 2002 Series A of the City; setting forth the details of said
bonds; appointing the paying agent for said bonds; providing for the application of the proceeds
of said bonds; prescribing the form of said bonds and making certain covenants and agreements
to facilitate and protect the payment of said bonds ; and fixing the time when this ordinance shall
become effective.
WHEREAS, the City of Columbia, Missouri, a municipal corporation duly created,
organized
and existing under and by virtue of the laws of the State of Missouri (the “City”), owns and
operates a revenue producing municipal water and electric light works system (the “System”)
serving the City and its inhabitants; and
WHEREAS, the System is operated as one plant and under one management, and the
revenues
produced by the water facilities and the revenues produced by the electric facilities are accounted
to a common fund; and
WHEREAS, the City is fully authorized by its Charter and the Constitution and
laws of the
State of Missouri, including particularly Section 27 of Article VI of the Constitution of Missouri
to issue its Bonds as hereinafter described; and
WHEREAS, on August 27, 1985, the City issued and delivered $32,715,000
principal amount
of its Water and Electric System Revenue Bonds, 1985 Refunding Series (the “Series 1985
Refunding Bonds”), none of which are currently outstanding, pursuant to Ordinance No. 10653
of the City (which Ordinance, as heretofore amended and supplemented hereby and as from time
to time further amended and supplemented in accordance with its terms, is referred to herein as
the “Ordinance”); and
WHEREAS, the Ordinance created and established an issue of Bonds of the City
designated as
“Water and Electric System Revenue Bonds” (the “Bonds”), which Bonds may be issued
from
time to time pursuant to Supplemental Ordinances (as defined in the Ordinance); and
WHEREAS, on December 12, 1985, the City issued and delivered $15,500,000
principal
amount of Water and Electric System Revenue Bonds, 1985 Series B (the “Series 1985B
Bonds”), all of which are currently outstanding, pursuant to Ordinance No. 10830 adopted on
December 6, 1985 (the “First Supplemental Ordinance”), which Bonds were issued on a parity
with the Series 1985 Refunding Bonds and were in addition secured by a credit and liquidity
facility and the obligations of the City thereunder to the issuer of such facility are on a parity
with the Bonds authorized by the Ordinance; and
WHEREAS, on August 4, 1992, the City issued and delivered $34,140,000 principal
amount
of Water and Electric System Refunding and Improvement Revenue Bonds, Series 1992 (the
“Series 1992A Bonds”), pursuant to Ordinance No. 13375 adopted on July 20, 1992
(the
“Second Supplemental Ordinance”), which Series 1992A Bonds were issued on a parity with the
Series 1985 Refunding Bonds and the Series 1985B Bonds for the purpose of refunding the
outstanding Series 1985 Refunding Bonds maturing on and after October 1, 1998 and to extend
and improve the City’s waterworks facilities; and
WHEREAS, the City, proceeding under the authority of Section 27 of Article VI
of the
Constitution of the State of Missouri and under the provisions of the Charter of the City, adopted
an ordinance providing for the submission to the qualified electors of the City at an election held
therein on April 1, 1997 (the “Election”), of the following question (the “Question”):
QUESTION
Shall the City of Columbia, Missouri, issue its Water and Electric System Revenue Bonds in the
amount of Thirty-Nine Million Two Hundred Fifty Thousand Dollars ($39,250,000) for the
purpose of extending, expanding, improving, repairing, replacing and equipping the City-owned
waterworks and electric systems?
and
WHEREAS, notice of said election was duly prepared, executed and published in
the manner
provided by law, and said election was duly held in accordance with the provisions of said
ordinance and notice and the statutes of the State of Missouri; and
WHEREAS, the votes cast at said Election on said Question were duly canvassed
as provided
by law and it was found and declared that more than a majority of the qualified electors of the
City voting at said Election on said question voted in favor of the issuance of said bonds, the vote
on said Question having been as follows: 6,043 votes for the issuance of said bonds and 1,898
votes against the issuance of said bonds; and
WHEREAS, pursuant to the Election, on March 17, 1998, the City issued and
delivered
$28,295,000 aggregate principal amount of Water and Electric System Refunding and
Improvement Bonds, 1998 Series A (the “1998 Series A Bonds”), pursuant to Ordinance
No. 015543 adopted March 2, 1998 (the “Third Supplemental Ordinance”), which 1998
Series A
Bonds were issued on a parity with the Series 1985B Bonds and the Series 1992A Bonds that
were not refunded; and
WHEREAS, $22,760,000 of the 1998 Series A Bonds was used for the purpose of
paying the
cost of extending, expanding, improving, repairing, replacing and equipping the System; and
WHEREAS, $16,490,000 in water and electric system revenue bonds remains authorized
but
unissued; and
WHEREAS, the City is authorized by law, particularly Article VI, Sections
26 and 27 of the
Missouri Constitution, and its Charter, to issue its revenue bonds in the principal amount of
$16,490,000 for the purpose of paying the cost of extending, expanding, improving, repairing,
replacing and equipping the System as described in the Question the cost of operation and
maintenance of the System and the principal of and the interest on said revenue bonds to be
payable solely from the Revenues (as defined in the Ordinance); and
WHEREAS, the City now finds it necessary and in the best interests of the City
to adopt this
Fourth Supplemental Water and Electric System Revenue Bond Ordinance (the “Fourth
Supplemental Ordinance”) authorizing the issuance of the City’s Water and Electric System
Revenue Bonds, 2002 Series A (the “2002 Series A Bonds”) to provide funds to extend, expand,
improve, repair, replace and equip the System; and
WHEREAS, the 2002 Series A Bonds will be issued on a parity with the Series
1985B Bonds,
the Series 1992A Bonds and the 1998 Series A Bonds (the “Parity Bonds”); and
WHEREAS, in the Ordinance, the City covenanted that no additional bonds or other
obligations contemplated by Section 204 of the Ordinance would be issued on a parity with
the
Bonds Outstanding unless Revenues Available for Debt Service (as defined in the Ordinance) or
estimated Revenues Available for Debt Service, adjusted as provided in the Ordinance, for
certain 12-month periods described in the Ordinance, were not less than one and twenty-five
hundredths times the maximum total Debt Service for any succeeding Fiscal Year on all Bonds
which would be outstanding immediately after the issuance of the proposed Additional Bonds (as
such terms are defined in the Ordinance); and
WHEREAS, the City has complied with the provisions of the Ordinance described
in the
preceding paragraph, and, prior to the issuance of the 2002 Series A Bonds, the City will obtain a
certificate of an Authorized Officer of the City evidencing such compliance; and
WHEREAS, the City Council of the City heretofore has found and determined that
it is
necessary and advisable and in the best interest of the City and of its inhabitants to continue with
the City’s capital improvement plan for the System by making certain extensions, expansions,
improvements, repairs, replacements to and equipping of the System (the “Project”) and
WHEREAS, the said City Council heretofore has found and determined that it is
advisable that
the cost to the City of the Project should be met through the issuance of bonds of the City
payable from the revenues to be derived from the operation of the System; and
WHEREAS, the City Council of the City has determined that it is in the best
interest of the
City to obtain the financial guaranty insurance policy issued by Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance company, insuring the payment when due of the principal
of and interest on the 2002 Series A Bonds; and
WHEREAS, the City Council of the City has heretofore determined that it is in
the best
interest of the City to sell said 2002 Series A Bonds at a public sale and said bonds have been
duly sold at public sale; and
WHEREAS, pursuant to advertisement, bids for the aforesaid 2002 Series A Bonds
were
received on February 4, 2002 and the best offer therefor was submitted by UBS PaineWebber
Inc., New York, New York, which bid should now be accepted; and
WHEREAS, it is hereby found and determined that it is necessary and advisable
and in the
best interest of the City and of its inhabitants that revenue bonds be issued and secured in the
form and manner as hereinafter provided to provide funds for the purpose hereinafter set forth;
and
NOW THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF COLUMBIA,
MISSOURI, AS FOLLOWS:
ARTICLE I
DEFINITIONS AND STATUTORY AUTHORITY
Section 101. Supplemental Ordinance. This Fourth Supplemental Ordinance
is supplemental
to, and is adopted in accordance with Article X and Section 204 of Ordinance
No. 10653 adopted
August 1, 1985, as amended and supplemented by the First Supplemental Ordinance, the Second
Supplemental Ordinance, and the Third Supplemental Ordinance.
Section 102. Authority for this Fourth Supplemental Ordinance. This Fourth
Supplemental
Ordinance is adopted pursuant to the provisions of the Act as defined in the Ordinance, the
Ordinance and the authority granted to the City by the Election.
Section 103. Definitions. Except as provided by this Fourth Supplemental
Ordinance, all terms
which are defined in Section 101 of Article I of Ordinance No. 10653, as
amended and
supplemented by the First Supplemental Ordinance, the Second Supplemental Ordinance, and the
Third Supplemental Ordinance, shall have the same meanings, respectively, in this Fourth
Supplemental Ordinance as such terms are given in said Section 101 of the Ordinance.
In addition to words and terms defined elsewhere in this Fourth Supplemental
Ordinance, the
following words and terms as used in this Fourth Supplemental Ordinance shall have the
following meanings:
“Beneficial Owner” means any person for which a Participant acquires an interest in any Bond.
“Bond Counsel” means Thompson Coburn LLP, St. Louis, Missouri, or other attorney or firm
of
attorneys with a nationally recognized standing in the field of municipal bond financing selected
by the City.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee
of DTC with
respect to the Bonds.
“Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate
executed by the City and dated the date of issuance and delivery of the 2002 Series A Bonds, as
originally executed and as it may be amended from time to time in accordance with the terms
thereof.
“DTC” means The Depository Trust Company of New York, New York.
“First Supplemental Ordinance” means Ordinance No. 10830 adopted on December 6,
1985,
which authorized $15,500,000 principal amount of Water and Electric System Revenue Bonds,
1985 Series B of the City, all of which remain outstanding.
“Fourth Supplemental Ordinance” means Ordinance No. _________ adopted on February 4,
2002, which authorizes $16,490,000 principal amount of Water and Electric System Revenue
Bonds, 2002 Series A of the City.
“Interest Payment Date” means the Stated Maturity of an installment of interest on any Bond.
“Investment Securities” means for the 2002 Series A Bonds:
Cash (insured at all times by the Federal Deposit Insurance Corporation),
Bonds of, or obligations guaranteed as to principal and interest by, the U.S. or any agency or
instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S.
including:
U.S. treasury obligations
All direct or fully guaranteed obligations
Farmers Home Administration
General Services Administration
Guaranteed Title XI financing
Government National Mortgage Association (GNMA)
State and Local Government Series
Bonds of Government – Sponsored Agencies that are not backed by the full faith and credit of
the U.S. Government:
Federal Home Loan Mortgage Corp. (FHLMC) Debt obligations
Farm Credit System (formerly: Federal Land Banks, Federal Intermediate Credit Banks, and
Banks for Cooperatives)
Federal Home Loan Banks (FHL Banks)
Federal National Mortgage Association (FNMA) Debt obligations
Financing Corp. (FICO) Debt obligations
Resolution Funding Corp. (REFCORP) Debt obligations
U.S. Agency for International Development (U.S. A.I.D) Guaranteed notes
Any security used for defeasance must provide for the timely payment of principal
and interest and cannot be callable or prepayable prior to maturity or earlier
redemption of the rated debt (excluding securities that do not have a fixed par value
and/or whose terms do not promise a fixed dollar amount at maturity or call date).
U.S.A.I.D. securities must mature at least four business days before the appropriate
payment date.
Ambac will allow the following Bonds to be used as Investment Securities for all
purposes other than defeasance investments in refunding escrow accounts.
Bonds of any of the following federal agencies which obligations represent the full faith and
credit of the United States of America, including:
-Export-Import Bank
-Rural Economic Community Development Administration
-U.S. Maritime Administration
-Small Business Administration
-U.S. Department of Housing & Urban Development (PHAs)
-Federal Housing Administration
-Federal Financing Bank
Direct obligations of any of the following federal agencies which obligations are not fully
guaranteed by the full faith and credit of the United States of America:
-Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or
Federal Home Loan Mortgage Corporation (FHLMC).
-Bonds of the Resolution Funding Corporation (REFCORP)
-Senior debt obligations of the Federal Home Loan Bank System
-Senior debt obligations of other Government Sponsored Agencies approved by Ambac
U.S. dollar denominated deposit accounts, federal funds and bankers’ acceptances with domestic
commercial banks which have a rating on their short term certificates of deposit on the date of
purchase of “P-1” by Moody’s and “A-1” or “A-1+” by S&P and maturing
not more than 360
calendar days after the date of purchase. (Ratings on holding companies are not considered as
the rating of the bank);
Commercial paper which is rated at the time of purchase in the single highest classification, “P-
1” by Moody’s and “A-1+” by S&P and which matures not more than 270 calendar
days after the
date of purchase;
Investments in a money market fund rated “AAAm” or “AAAm-G” or better by S&P;
Pre-refunded Municipal Bonds defined as follows:
any bonds or other obligations of any state of the United States of America or of any agency,
instrumentality or local governmental unit of any such state which are not callable at the option
of the obligor prior to maturity or as to which irrevocable instructions have been given by the
obligor to call on the date specified in the notice; and
which are rated, based on an irrevocable escrow account or fund (the “escrow”), in the highest
rating category of Moody’s or S&P or any successors thereto; or
which are fully secured as to principal and interest and redemption premium, if any, by an
escrow consisting only of cash or obligations described in paragraph A(2) above, which escrow
may be applied only to the payment of such principal of and interest and redemption premium, if
any, on such bonds or other obligations on the maturity date or dates thereof or the specified
redemption date or dates pursuant to such irrevocable instructions, as appropriate, and
which escrow is sufficient, as verified by a nationally recognized independent certified public
accountant, to pay principal of and interest and redemption premium, if any, on the bonds or
other obligations described in this paragraph on the maturity date or dates specified in the
irrevocable instructions referred to above, as appropriate;
Municipal obligations rated “Aaa/AAA” or general obligations of States with a rating of “A2/A”
or higher by both Moody’s and S&P;
Investment agreements approved in writing by the 2002 Series A Bond Insurer (supported by
appropriate opinions of counsel); and
Other forms of investments (including repurchase agreements) approved in writing by the 2002
Series A Bond Insurer.
“1985 B Bonds” or “Series 1985B Bonds” means the Water and
Electric System Revenue
Bonds, 1985 Series B, of the City issued pursuant to the First Supplemental Ordinance.
“1992 A Bonds” or “Series 1992A Bonds” means the Water and Electric System Refunding
and
Improvement Revenue Bonds, 1992 Series A, of the City issued pursuant to the Second
Supplemental Ordinance.
“1998 A Bonds” or “1998 Series A Bonds” means the Water and Electric System Refunding
and
Improvement Revenue Bonds, 1998 Series A, of the City issued pursuant to the Third
Supplemental Ordinance.
“2002 A Bonds” or “2002 Series A Bonds” means the Water and Electric System Revenue
Bonds, 2002 Series A, of the City, authorized by Section 201 of this Fourth Supplemental
Ordinance.
“2002 Series A Bond Insurance Policy” means the financial guaranty insurance policy issued
by
the 2002 Series A Bond Insurer insuring the payment when due of the principal of an interest on
the 2002 Series A Bonds.
“2002 Series A Bond Insurer” means Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance company.
“2002 Series A Debt Service Requirement” means $1,198,655 to fund the 2002 Series A
Subaccount of the Reserve Account.
“Nominee” means the nominee from time to time of the Securities Depository.
“Ordinance” or “Original Ordinance” means Ordinance No. 10653 adopted by the
Council of the
City on August 1, 1985, authorizing Water and Electric System Revenue Bonds, 1985 Refunding
Series of the City, as amended and supplemented by the First Supplemental Ordinance, the
Second Supplemental Ordinance, the Third Supplemental Ordinance and this Fourth
Supplemental Ordinance.
“Participant” means any broker dealer, bank or other financial institution for which the Securities
Depository holds Bonds from time to time.
“Paying Agent” means UMB Bank, N.A., Kansas City, Missouri, and any successors or assigns.
“Person” means any natural person, corporation, partnership, firm, joint venture, association,
jointstock company, trust, unincorporated organization, or government or any agency or political
subdivision thereof or other public body.
“Rebate Fund” means the fund by that name referred to in Section 601(e) hereof.
“Representation Letter” means the Representation Letter from the City and Paying Agent
to
DTC with respect to the 2002 Series A Bonds.
“Second Supplemental Ordinance” means Ordinance No. 13376 adopted on July 20, 1992,
which
authorized $34,140,000 principal amount of Water and Electric System Refunding and
Improvement Revenue Bonds, 1992 Series A of the City, $13,645,000 of which remain
outstanding.
“Securities Depository” means The Depository Trust Company, New York, New York, or any
successor Securities Depository appointed pursuant to Section 305.
“Stated Maturity” when used with respect to any 2002 Series A Bond or any installment of
interest thereon means the date specified in such 2002 Series A Bond and this Ordinance as the
fixed date on which the principal of such 2002 Series A Bond or such installment of interest is
due and payable.
“Tax Letter of Instructions” means the Tax Letter of Instructions dated as of the date of
issuance
of the 2002 Series A Bonds, from Thompson Coburn LLP, as Bond Counsel, as amended and
supplemented in accordance with the terms thereof.
“Third Supplemental Ordinance” means Ordinance No. 015543 adopted on March 2, 1998,
which authorized $28,295,000 principal amount of Water and Electric System Refunding and
Improvement Revenue Bonds, 1998 Series A of the City, $28,130,000 of which remain
outstanding.
ARTICLE II
AUTHORIZATION AND PURPOSE OF 2002 SERIES A BONDS
Section 201. Acceptance of Bid.
The 2002 Series A Bonds, bearing interest as set forth in Section 301 hereof, shall
be and are
hereby awarded to UBS PaineWebber Inc. at a purchase price of $16,493,983.25, plus accrued
interest to the date of delivery of said 2002 Series A Bonds and at a true interest cost of 4.803%,
all in accordance with the terms of sale as set forth in the Notice of Bond Sale and in the
Proposal for the Purchase of Water and Electric System Revenue Bonds, 2002 Series A of the
City of Columbia, Missouri, as authorized in the resolution adopted by the City Council on
January 22, 2002.
Section 202. Authorization, Principal Amount, Purpose and Series Designation.
Pursuant to the provisions of the Ordinance, a Series of Bonds entitled to the benefit, protection
and security of such provisions is hereby authorized in the aggregate principal amount of
$16,490,000 being issued for the purpose of extending, expanding, improving, repairing,
replacing and equipping the City-owned waterworks and electric systems, as provided in this
Fourth Supplemental Ordinance. Such Bonds shall be designated as, and shall be distinguished
from the Bonds of all other Series by the title, “Water and Electric System Revenue Bonds, 2002
Series A”.
ARTICLE III
DETAILS OF THE 2002 SERIES A BONDS
Section 301. Date, Maturities and Interest.
The 2002 Series A Bonds shall consist of fully registered bonds without coupons,
and shall originally be dated and bear interest from February 1, 2002. The 2002
Series A Bonds shall mature on October 1 in the years and in the principal amounts,
and shall bear interest payable semiannually on April 1 and October 1 commencing
October 1, 2002, at the respective rates per annum, shown below:
SERIAL BONDS
|
Maturity
October 1
|
Amount
Maturing
|
Interest
Rate
|
|
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
|
$ 205,000
260,000
265,000
455,000
465,000
480,000
495,000
515,000
535,000
555,000
580,000
605,000
630,000
660,000
690,000
725,000
760,000
795,000
835,000
880,000
920,000
970,000
|
3.00%
3.00
3.25
3.50
3.75
4.00
4.10
4.25
4.50
6.00
4.25
4.375
4.40
4.60
4.625
4.75
4.80
4.875
5.00
5.00
5.00
5.00
|
TERM BONDS
|
MaturityOctober 1
|
Amount
Maturing
|
Interest
Rate
|
|
2026
|
$
3,210,000
|
5.00%
|
Section 302. Denomination, Numbers and Letters.
The 2002 Series A Bonds shall be issued in the denomination of $5,000 or any integral multiple
thereof. Unless the City shall otherwise direct, 2002 Series A Bonds shall be numbered from one
upward preceded by the letter R prefixed to the number.
Section 303. Place of Payment and Designation of Paying Agent and Bond Registrar.
The principal and Redemption Price of and interest on the 2002 Series A Bonds shall be payable
at the principal offices of UMB Bank, N.A., Kansas City, Missouri, and such banking institution
is hereby appointed Paying Agent and Bond Registrar for the 2002 Series A Bonds. The
principal, Redemption Price of and interest on all 2002 Series A Bonds shall also be payable at
any other place which may be provided for such payment by the appointment of any other Paying
Agent or Paying Agents as permitted by the Ordinance.
Section 304. Securities Depository.
(a) The 2002 Series A Bonds shall be initially issued as separately authenticated
fully
registered bonds, and one 2002 Series A Bond shall be issued in the principal amount of each
Stated Maturity of the 2002 Series A Bonds. Upon initial issuance, the ownership of such 2002
Series A Bonds shall be registered in the bond register in the name of Cede & Co., as nominee
of
DTC. The Paying Agent and Bond Registrar and the City may treat DTC (or its nominee) as the
sole and exclusive Owner of the 2002 Series A Bonds registered in its name for the purposes of
payment of the principal of, premium, if any, or interest on the 2002 Series A Bonds, selecting
the 2002 Series A Bonds or portions thereof to be redeemed, giving any notice permitted or
required to be given to Owners of 2002 Series A Bonds under this Fourth Supplemental
Ordinance, registering the transfer of 2002 Series A Bonds, and for all other purposes
whatsoever; and neither the Paying Agent and Bond Registrar nor the City shall have any
responsibility or obligation to any Participant, any person claiming a beneficial ownership
interest in the 2002 Series A Bonds under or through DTC or any Participant, or any other person
which is not shown on the bond register as being an Owner of any 2002 Series A Bonds, with
respect to the accuracy of any records maintained by DTC or any Participant, with respect to the
payment by DTC or any Participant of any amount with respect to the principal of, premium, if
any, or interest on the 2002 Series A Bonds, with respect to any notice which is permitted or
required to be given to Owners of 2002 Series A Bonds under this Fourth Supplemental
Ordinance, with respect to the selection by DTC or any Participant of any person to receive
payment in the event of a partial redemption of the 2002 Series A Bonds, or with respect to any
consent given or other action taken by DTC as the Owner of the 2002 Series A Bonds. So long as
any 2002 Series A Bond is registered in the name of Cede & Co., as nominee of DTC, the Paying
Agent shall pay all principal of, premium, if any, and interest on such 2002 Series A Bonds, and
shall give all notices with respect to such 2002 Series A Bonds, only to Cede & Co. in
accordance with the Representation Letter and all such payments shall be valid and effective to
fully satisfy and discharge the City’s obligations with respect to the principal of, premium, if
any,
and interest on the 2002 Series A Bonds to the extent of the sum or sums so paid. No person
other than DTC shall receive an authenticated 2002 Series A Bond for each separate stated
maturity evidencing the obligation of the City to make payments of principal and interest. Upon
delivery by DTC to the Paying Agent of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the 2002 Series A Bonds will be transferable
to
such new nominee in accordance with paragraph (d) hereof.
(b) In the event the City determines that it is in the best interest of the Beneficial
Owners that
they be able to obtain 2002 Series A Bond certificates, the City may notify DTC and the Paying
Agent and Bond Registrar, whereupon DTC shall notify the Participants of the availability
through DTC of 2002 Series A Bond certificates. In such event, the 2002 Series A Bonds will be
transferable in accordance with paragraph (d) hereof. DTC may determine to discontinue
providing its services with respect to the 2002 Series A Bonds at any time by giving notice to the
City and the Paying Agent and Bond Registrar and discharging its responsibilities with respect
thereto under applicable law. In such event, the 2002 Series A Bonds will be transferable in
accordance with paragraph (d) hereof. The City and the Paying Agent and Bond Registrar shall
be entitled to rely conclusively on the information provided to them by DTC and its Participants
as to the names of the Beneficial Owners of the 2002 Series A Bonds.
(c) The execution and delivery of the Representation Letter to DTC by the City
Manager,
Director of Finance, City Clerk or other authorized officer of the City, with such changes,
omissions, insertions and revisions as the officers of the City signing such Representation Letter
shall deem advisable, is hereby authorized, and execution of the Representation Letter by such
officers of the City shall be conclusive evidence of such approval. The Representation Letter
shall set forth certain matters with respect to, among other things, notices, consents and
approvals by Owners of the 2002 Series A Bonds and Beneficial Owners and payments on the
2002 Series A Bonds. The Paying Agent and Bond Registrar shall have the same rights with
respect to its actions thereunder as it has with respect to its actions under this Fourth
Supplemental Ordinance.
(d) In the event that any transfer or exchange of 2002 Series A Bonds is permitted
under
paragraph (a) or (b) hereof, such transfer or exchange shall be accomplished upon receipt by the
Paying Agent and Bond Registrar of the 2002 Series A Bonds to be transferred or exchanged and
appropriate instruments of transfer to the permitted transferee in accordance with the provisions
of this Fourth Supplemental Ordinance. In the event 2002 Series A Bond certificates are issued to
holders other than Cede & Co., or its successor as nominee for DTC as holder of all of the
2002
Series A Bonds, the provisions of this Fourth Supplemental Ordinance shall also apply to all
matters relating thereto, including, without limitation, the printing of such certificates and the
method of payment of principal of and interest on such certificates.
ARTICLE IV
REDEMPTION OF 2002 SERIES A BONDS
Section 401.Optional and Mandatory Redemption of 2002 Series A Bonds.
(a) Optional Redemption. At the option of the
City, 2002 Series A Bonds or portions thereof
maturing on October 1, 2013 and thereafter may be called for redemption and payment prior to
the Stated Maturity thereof on October 1, 2012 and thereafter in whole at any time or in part on
any Interest Payment Date in any order of maturity selected by the City and by lot in multiples of
$5,000 within a maturity, at the Redemption Price equal to the principal amount thereof, plus
accrued interest thereon to the Redemption Date
(b) Mandatory Redemption. The 2002 Series A Bonds maturing on October 1,
2026 (the “
Term Bond”) shall be subject to mandatory redemption and payment prior to Stated Maturity on
October 1, 2024 and October 1, 2025, pursuant to the mandatory redemption requirements of this
Section at a Redemption Price equal to 100% of the principal amount thereof plus accrued
interest to the Redemption Date, without premium. The payments specified in Section 601
hereof which are to be deposited into the Bond Account shall be sufficient to redeem, and the
City shall redeem on October 1, 2024 and on October 1, 2025, the following principal amount of
such Term Bond:
Principal
Year Amount
2024 $1,015,000
2025 1,070,000
The remaining $1,125,000 principal amount of the Term Bond maturing on October 1, 2026 will
be paid at maturity.
At its option, to be exercised on or before the 45th day next preceding any mandatory
Redemption Date, the City may: (1) deliver to the Paying Agent for cancellation 2002 Series A
Term Bonds subject to mandatory redemption on said mandatory Redemption Date, in any
aggregate principal amount desired; or (2) furnish the Paying Agent funds, together with
appropriate instructions, for the purpose of purchasing any 2002 Series A Term Bonds subject to
mandatory redemption on said mandatory Redemption Date from any Registered Owner thereof
whereupon the Paying Agent shall expend such funds for such purpose to such extent as may be
practical; or (3) receive a credit with respect to the mandatory redemption obligation of the City
under this Section for any 2002 Series A Term Bonds subject to mandatory redemption on said
mandatory Redemption Date which, prior to such date, have been redeemed (other than through
the operation of the requirements of this Section) and canceled by the Paying Agent and not
theretofore applied as a credit against any redemption obligation under this Section. Each 2002
Series A Term Bond so delivered or previously purchased or redeemed shall be credited at 100%
of the principal amount thereof on the obligation of the City to redeem 2002 Series A Term
Bonds of the same Stated Maturity on such mandatory Redemption Date, and any excess of such
amount shall be credited on future mandatory redemption obligations for 2002 Series A Term
Bonds of the same Stated Maturity in chronological order, and the principal amount of 2002
Series A Term Bonds of the same Stated Maturity to be redeemed by operation of the
requirements of this Section shall be accordingly reduced. If the City intends to exercise any
option granted by the provisions of clauses (1), (2) or (3) above, the City will, on or before the
45th day next preceding each mandatory Redemption Date, furnish the Paying Agent a written
certificate indicating to what extent the provisions of said clauses (1), (2) and (3) are to be
complied with respect to such mandatory redemption payment.
Section 402. Selection of Bonds to Be Redeemed.
(a) The Paying Agent shall call 2002 Series A Bonds for redemption and payment
as herein
provided upon receipt by the Paying Agent at least 45 days prior to the Redemption Date of a
written request of the City specifying the principal amount, Stated Maturities and Redemption
Prices of the 2002 Series A Bonds to be called for redemption. The Paying Agent may in its
discretion waive such notice period so long as the notice requirements set forth in Section 403
are met. The foregoing provisions of this paragraph shall not apply to the mandatory redemption
of 2002 Series A Bonds hereunder, and 2002 Series A Bonds shall be called by the Paying Agent
for redemption pursuant to such mandatory redemption requirements without the necessity of any
action by the City and whether or not the Paying Agent shall hold in the 2002 Series A Bond
Subaccount within the Bond Account moneys available and sufficient to effect the required
redemption.
(b) 2002 Series A Bonds shall be redeemed only in the principal amount of $5,000
or any
integral multiple thereof. When less than all of the Outstanding Bonds are to be redeemed prior
to Stated Maturity, such 2002 Series A Bonds shall be redeemed in inverse order of their Stated
Maturities, and 2002 Series A Bonds of less than a full Stated Maturity shall be selected by the
Paying Agent in $5,000 units of principal amount in such equitable manner as the Paying Agent
may determine.
(c) In the case of a partial redemption of 2002 Series A Bonds at the time Outstanding
in
denominations greater than $5,000, each $5,000 of face value shall be treated as though it were a
separate 2002 Series A Bond of the denomination of $5,000. If it is determined that one or more,
but not all, of the $5,000 units of face value represented by any 2002 Series A Bond are selected
for redemption, then upon notice of intention to redeem such $5,000 unit or units, the Registered
Owner of such 2002 Series A Bond or the Registered Owner’s duly authorized agent shall
present and surrender such 2002 Series A Bond to the Paying Agent (1) for payment of the
Redemption Price and interest to the Redemption Date of such $5,000 unit or units of face value
called for redemption, and (2) for exchange, without charge to the Registered Owner thereof, for
a new 2002 Series A Bond or Bonds of the aggregate principal amount of the unredeemed
portion of the principal amount of such 2002 Series A Bond. If the Registered Owner of any such
2002 Series A Bond shall fail to present such 2002 Series A Bond to the Paying Agent for
payment and exchange as aforesaid, such 2002 Series A Bond shall, nevertheless, become due
and payable on the Redemption Date to the extent of the $5,000 unit or units of face value called
for redemption (and to that extent only).
Section 403. Notice and Effect of Call for Redemption.
Unless waived by any Registered Owner of 2002 Series A Bonds to be redeemed, official notice
of any redemption shall be given by the Paying Agent on behalf of the City by mailing a copy of
an official redemption notice by first class, registered or certified mail, as determined by the
Paying Agent, at least 30 days but not more than 60 days prior to the Redemption Date, to each
Registered Owner of the 2002 Series A Bonds to be redeemed at the address shown on the Bond
Register or at such other address furnished in writing by any such Registered Owner or Owners
to the Paying Agent.
All official notices of redemption shall be dated and shall contain the following information:
(a) the Redemption Date;
(b) the Redemption Price;
(c) if less than all Outstanding Bonds are to be redeemed, the identification
(and, in the case of
partial redemption of any 2002 Series A Bonds, the respective principal amounts) of the 2002
Series A Bonds to be redeemed;
(d) a statement that on the Redemption Date the Redemption Price will become
due and
payable upon each such 2002 Series A Bond or portion thereof called for redemption and that
interest thereon shall cease to accrue from and after the Redemption Date; and
(e) the place where such 2002 Series A Bonds are to be surrendered for payment
of the
Redemption Price, which shall be the principal corporate trust office of the Paying Agent.
Prior to any Redemption Date, the City shall deposit with the Paying Agent an amount of money
sufficient to pay the Redemption Price of all the 2002 Series A Bonds or portions of 2002 Series
A Bonds that are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the 2002 Series A Bonds or
portions of 2002 Series A Bonds to be redeemed shall become due and payable on the
Redemption Date, at the Redemption Price therein specified, and from and after the Redemption
Date (unless the City shall default in the payment of the Redemption Price) such 2002 Series A
Bonds or portion of 2002 Series A Bonds shall cease to bear interest. Upon surrender of such
2002 Series A Bonds for redemption in accordance with such notice, the Redemption Price of
such 2002 Series A Bonds shall be paid by the Paying Agent. Installments of interest due on or
prior to the Redemption Date shall be payable as herein provided for payment of interest. Upon
surrender for any partial redemption of any 2002 Series A Bond, there shall be prepared for the
Registered Owner a new 2002 Series A Bond or Bonds of the same Stated Maturity in the
amount of the unpaid principal as provided herein. All 2002 Series A Bonds that have been
redeemed shall be canceled and destroyed by the Paying Agent as provided herein and shall not
be reissued.
In addition to the foregoing notice, the Paying Agent is directed to give such additional notice
and take such additional actions as are necessary to comply with any mandatory or voluntary
standards then in effect for processing redemptions of municipal securities established by the
Securities and Exchange Commission. Failure to comply with such standards shall not affect or
invalidate the redemption of any 2002 Series A Bond.
ARTICLE V
USE OF OFFICIAL STATEMENT
EXECUTION OF 2002 SERIES A BONDS-
APPLICATION OF BOND PROCEEDS
Section 501. Official Statement.
The use of the Official Statement dated February 4, 2002 (the “Official Statement”)
by the City in connection with the sale of the 2002 Series A Bonds is hereby
authorized and ratified and the City Council does hereby approve and consent to
the preparation and use by the City and its Financial Advisor of said Official
Statement in connection with the sale of the 2002 Series A Bonds and the execution
thereof by the Mayor, City Manager or Director of Finance on behalf of the City.
The officials of the City have participated in the preparation of such Official
Statement and have determined that the Preliminary Official Statement, dated
January 23, 2002, was true, correct and complete in all material respects as of the
date thereof. For the purpose of enabling the original purchaser of the 2002 Series
A Bonds to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and
Exchange Commission, the City hereby deems the information contained in the
Preliminary Official Statement to be “final” as of its date, except for the omission of
such information as is permitted by Rule 15c2-12(b)(1), and the appropriate officers
of the City are hereby authorized, if requested, to provide a letter or certification to
such effect and to take such other actions or execute such other documents as such
officers in their reasonable judgment deem necessary to enable the original
purchaser of the 2002 Series A Bonds to comply with the requirement of such rule.
Section 502. Execution and Delivery of 2002 Series A Bonds.
The Mayor, City Clerk and Director of Finance of the City are hereby authorized
and directed to execute the 2002 Series A Bonds in the manner provided in the
Ordinance and to cause such 2002 Series A Bonds to be authenticated by the Paying
Agent and Bond Registrar as Authenticating Agent. The Mayor, City Clerk and
Director of Finance and other officers of the City are hereby authorized and
directed to prepare and execute the 2002 Series A Bonds in the manner herein
specified and, when duly executed, to delivery the 2002 Series A Bonds to UBS
PaineWebber Inc., the original purchaser thereof, on payment of the purchase price
of $16,493,983.25, plus accrued interest thereon, if any, to the date of their delivery.
Section 503. Application of Proceeds of 2002 Series A Bonds.
The proceeds of the 2002 Series A Bonds shall be applied simultaneously with the
delivery thereof as follows:
(a) Any premium on the 2002 Series A Bonds and any amount received on account
of accrued
interest on the Bonds shall be deposited in the 2002 Series A Subaccount within the Bond
Account.
(b) The proceeds of the 2002 Series A Bonds shall be disbursed as follows:
(i) An amount equal to $69,742.20 shall be paid to the 2002 Series A Bond Insurer
(or shall be
retained from the purchase price and paid to the 2002 Series A Bond Insurer on the City’s behalf)
in payment of the premium for the 2002 Series A Bond Insurance Policy.
(ii) $1,198,655 of such proceeds shall be deposited in the 2002 Series A Subaccount
of the
Reserve Account.
(iii) All remaining amounts after paying the above shall be deposited in the
2002 Series A
Subaccount of the Construction Account.
(c) There are hereby pledged and granted a security interest in, for the payment
of the 2002
Series A Bonds on a parity with the Parity Bonds, subject only to the provisions of the Ordinance
permitting the application thereof for the purposes and on the terms and conditions set forth in
the Ordinance, (i) the proceeds of sale of the Bonds (ii) the Revenues and (iii) all Accounts
established by the Ordinance; but excluding moneys on deposit in the 1985 Refunding
Subaccounts, if any, the 1985 Series B Subaccounts and the 1992 Series A Subaccounts in the
Bond Account and in the Reserve Account or in any subaccount in the Bond Account or Reserve
Account established in connection with the issuance of a Series of Bonds after the issuance of the
2002 Series A Bonds or in the Escrow Funds established in connection with the refunding of the
Bonds; and including the investments, if any, of the funds so pledged. The pledge created and
security interest so granted, insofar as they relate to the Revenues, are hereby expressly declared
to be subject to the transfers permitted to be made from the Water and Electric Account.
The moneys and securities so pledged shall immediately be subject to the lien of such a pledge
and security interest without any physical delivery thereof or further act, and the lien of such
pledge and security interest shall be valid and binding as against all parties having claims of any
kind in tort, contract or otherwise against the City.
The 2002 Series A Bonds shall not constitute a general obligation or an indebtedness of the City
within the meaning of any constitutional or statutory restriction, limitation or provision, and the
full faith and credit of the City is not pledged thereto and the City shall not be obligated to levy
taxes or resort to any other funds or moneys of the City except as provided in this subsection (c).
ARTICLE VI
FUNDS AND ACCOUNTS
Section 601. Ratification of Accounts and Subaccounts and Establishment
of
Subaccounts; 2002 Series A Subaccount of Construction Account.
(a) The accounts established by the Original Ordinance
and the Subaccounts
established by the First Supplemental Ordinance, the Second Supplemental
Ordinance, and the Third Supplemental Ordinance are hereby ratified and
confirmed.
(b) There are hereby created and established within
the Bond Account, the
Reserve Account and the Construction Account a separate Subaccount each
designated as the 2002 Series A Subaccount.
All deposits to the Bond Account or the Reserve Account made by the City pursuant
to the Original Ordinance shall be made to the 1985 Series B Subaccount, the 1992
Series A Subaccount, the 1998 Series A Subaccount or the 2002 Series A Subaccount
therein according to the purpose for which such deposit is made, and, if the total
amount deposited into the Bond Account or the Reserve Account on any particular
date is less than the total amount required to be deposited therein by the Original
Ordinance on or by such date, such amount shall be deposited pro rata into the 1985
Series B Subaccount, the 1992 Series A Subaccount, the 1998 Series A Subaccount
and the 2002 Series A Subaccount therein.
Except as otherwise provided in Section 505(e) of the Original Ordinance,
amounts
held in the 2002 Subaccounts in the Bond Account and the Reserve Account may be
applied in accordance with the Ordinance only to the payment of the principal of or
premium, if any, or interest on the 2002 Series A Bonds.
(c) Amounts held in the 2002 Series A Subaccount of
the Construction Account
shall be applied to the payment of costs of construction of the Project for which the
Project Bonds were authorized at the Election. The Finance Director of the City
shall make withdrawals from the 2002 Series A Subaccount of the Construction
Account solely for the purpose of paying the costs of the Project, as hereinbefore
provided. Notwithstanding, the Finance Director of the City is authorized to pay the
costs and expenses incident to the issuance of the 2002 Series A Bonds from the 2002
Series A Subaccount of the Construction Account. Upon completion of Project, as
certified to the City Council by the Finance Director of the City, any surplus
remaining in the 2002 Series A Subaccount of the Construction Account shall be
transferred and deposited in the 2002 Series A Subaccount of the Bond Account
(d) There is hereby created and established a separate
fund entitled “Rebate Fund for 2002
Series A Water and Electric System Revenue Bonds” (the “Rebate Fund”).
(1) There shall be deposited in the Rebate Fund such
amounts as are required to be deposited
therein pursuant to the Tax Letter of Instructions. All money at any time deposited in the Rebate
Fund shall be held in trust, to the extent required to satisfy the Rebate Amount (as defined in the
Tax Letter of Instructions), for payment to the United States of America, and neither the City nor
the Registered Owner of any Bond shall have any rights in or claim to such money. All amounts
deposited into or on deposit in the Rebate Fund shall be governed by this Section and the Tax
Letter of Instructions.
(2) The City shall periodically determine the rebatable
arbitrage under Section 148(f) of the
Code in accordance with the Tax Letter of Instructions, and the City shall make payments to the
United States government at the times and in the amounts determined under the Tax Letter of
Instructions. Any funds remaining in the Rebate Fund after redemption and payment of all of the
2002 Series A Bonds and the interest thereon and payment and satisfaction of any Rebate
Amount, or provision made therefor, shall be released to the City.
(3) Notwithstanding any other provision of the Ordinance,
including in particular
Section 1201 thereof, the obligation to pay rebatable arbitrage to the United States and to
comply
with all other requirements of this Section and the Tax Letter of Instructions shall survive the
defeasance or payment in full of the 2002 Series A Bonds.
Section 602. Investment of Moneys and Valuation of Accounts.
Notwithstanding provisions of the Original Ordinance, moneys held in any fund or account with
respect to the 2002 Series A Bonds referred to in this Fourth Supplemental Ordinance may be
invested by the Finance Director of the City in Investment Securities in accordance with this
Fourth Supplemental Ordinance. The obligations held in any account or fund shall be valued
on
the last day of each fiscal year currently September 30 for purposes of determining compliance
with the requirements of the Original Ordinance and the Fourth Supplemental Bond Ordinance.
The value of the Investment Securities for the 2002 Series A Bonds shall be determined as
follows:
-
For the purpose of determining the amount in the 2002 Series A
Subaccount of the Reserve Account, such Subaccount shall be valued at
cost.
-
For the purpose of determining the amount in any fund except the 2002
Series A Subaccount of the Reserve Account, all Investment Securities
credited to such fund shall be valued at fair market value. The Paying
Agent shall determine the fair market value based on accepted industry
standards and from accepted industry providers. Accepted industry
providers shall include but are not limited to pricing services provided by
Financial Times Interactive Data Corporation, Merrill Lynch, Salomon
Smith Barney, Bear Stearns, or Lehman Brothers.
-
As to certificates of deposit and bankers’ acceptances: the face amount
thereof, plus accrued interest thereon.
-
As to any investment not specified above: the value thereof established by
prior agreement among the City and the 2002 Series A Bond Insurer.
If on any valuation date, the amount on deposit in the 2002 Series A Subaccount of the Reserve
Account exceeds the 2002 Series A Debt Service Reserve Requirement the City shall transfer
such excess to, and deposit it in the 2002 Subaccount of the Bond Account. If the value of the
2002 Series A Subaccount of the Reserve Account is less than the 2002 Series A Debt Service
Reserve Requirement, the City shall deposit revenues in such subaccounts in accordance with
Section 505 (b) of the Original Ordinance.
ARTICLE VII
BOND FORM
Section 701. Form of 2002 Series A Bonds, Paying Agent’s Certificate
of
Authentication.
Subject to the provisions of the Ordinance, the form of the 2002 Series A Bonds and
the Paying Agent’s certificate of authentication shall be substantially in the
following tenor:
No. R-__________ (FORM OF BOND)
UNITED STATES OF AMERICA
STATE OF MISSOURI
COUNTY OF BOONE
CITY OF COLUMBIA
WATER AND ELECTRIC SYSTEM REVENUE BOND
2002 SERIES A
Interest Rate Maturity Date Date of Bonds CUSIP
Number
% October 1, ____ February 1,
2002
REGISTERED OWNER:
PRINCIPAL AMOUNT: _____________DOLLARS
THE CITY OF COLUMBIA, MISSOURI, a municipal corporation in the County of Boone, State
of Missouri (the “City”), acknowledges itself indebted to, and for value received hereby promises
to pay to, the Registered Owner shown above, or registered assigns, solely from the sources and
in the manner hereinafter described, upon surrender hereof at the principal office of UMB Bank,
N.A., Kansas City, Missouri, the Paying Agent (the “Paying Agent”), the Principal Amount
specified above on the Maturity Date identified above, unless this Bond is redeemable and has
previously been called for redemption and payment of the redemption price made or provided
for, together with interest thereon from said sources from the Date of Bonds specified above at
the Interest Rate specified above per annum, payable on October 1, 2002, and thereafter
semiannually on April 1 and October 1 in each year, until this Bond shall have been fully
paid or
until provision for the payment of this Bond shall have been made upon redemption or at
maturity. Payment of the interest hereon shall be made by check or draft mailed by the Paying
Agent on each interest payment date to the person appearing as the registered owner hereof on
the registration books of the City held by the Bond Registrar named herein as of the close of
business on the fifteenth day of the calendar month next preceding such interest payment date.
The Principal Amount and redemption premium, if any, and interest hereon are payable in any
coin or currency which, on the respective dates of payment thereof, shall be legal tender for the
payment of public and private debts.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON
THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH HERE.
THIS BOND shall not be valid or become obligatory for any purpose or be entitled
to any
security or benefit under the Ordinance (as hereinafter defined) until the Certificate of
Authentication hereof shall have been dated and executed by the Authenticating Agent named
herein.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all conditions, acts and
things required by law and the Ordinance to exist, to have happened and to have been performed
precedent to and in the issuance of this Bond, exist, have happened and have been performed and
that the Bonds, together with all other indebtedness of the City are within every debt and other
limit prescribed by the laws of the State of Missouri.
IN TESTIMONY WHEREOF, the City, acting by and through its City Council, has
caused
this Bond to be executed by the manual or facsimile signature of the Mayor of the City, under the
corporate seal of the City printed or impressed hereon and attested by the manual or facsimile
signature of the City Clerk and countersigned by the manual or facsimile signature of the
Director of Finance of the City, this Bond to be dated as of the Date of Bonds as shown above.
CITY OF COLUMBIA, MISSOURI
[SEAL] By
Mayor
ATTEST:
By
City Clerk
COUNTERSIGNED:
By
Director of Finance
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within mentioned Ordinance.
Dated:
UMB BANK, N.A.,
Authenticating Agent
By
Authorized Officer
Paying Agent, Bond Registrar
and Authenticating Agent:
UMB BANK, N.A.
[ON REVERSE SIDE]
This bond is one of an authorized series of bonds of the City aggregating the principal amount of
$16,490,000, and designated “Water and Electric System Revenue Bonds, 2002 Series A”
(herein called the “Bonds”), issued for the purpose of extending, expanding, improving,
repairing, replacing and equipping the City-owned waterworks and electric systems, and is issued
pursuant to the Constitution and laws of the State of Missouri, the City’s Charter and an
Ordinance of the City enacted August 1, 1985, as supplemented on December 6, 1985, July 20,
1992, March 2, 1998, and February 4, 2002 (such ordinance and all supplements thereto being
referred to herein as the “Ordinance”). Pursuant to the Ordinance, this Bond is payable
solely
from certain proceeds of the sale of the Bonds, certain of the Accounts established under the
Ordinance and the net revenues of the water and electric system owned exclusively by the City
(the “System”). Copies of the Ordinance are on file at the offices of the City and reference
to the
Ordinance and any and all supplements thereto and modifications and amendments thereof is
made for a description of the pledge, security interest and covenants securing the Bonds, the
nature, extent and manner of enforcement of such pledge and security interest, the rights and
remedies of the registered owners of the Bonds with respect thereto and the terms and conditions
upon which the Bonds are issued and may be issued thereunder.
As provided in the Ordinance, bonds of the City may be issued from time to time pursuant to
supplemental ordinances in one or more series, in various principal amounts, may mature at
different times, may bear interest at different rates and may otherwise vary. All bonds to be
issued under the Ordinance are and will be equally secured by the pledge, security interest and
covenants made therein, except as otherwise expressly provided or permitted in the Ordinance.
The Bonds are issued on a parity under the Ordinance with the City’s Water and Electric System
Revenue Bonds, 1985 Series B (the “Series 1985B Bonds”), the City’s Water and Electric
System Refunding and Improvement Revenue Bonds, 1992 Series A (the “Series 1992A
Bonds”), and the City’s Water and Electric System Refunding and Improvement Bonds, 1998
Series A (the “Series 1998A Bonds”). The payment of the principal of and interest on the Series
1985B Bonds are, in addition, supported by a Letter of Credit and the obligations of the City
thereunder to the issuer of the Letter of Credit are on a parity with the 2002 Series A Bonds, but
the Series 1992A Bonds, the Series 1998A Bonds and the 2002 Series A Bonds are not payable
from proceeds of a drawing under the Letter of Credit. The payment of the principal of and
interest on the term bonds of the Series 1998A Bonds are, in addition, supported by a municipal
bond insurance policy and the obligations of the City thereunder to the issuer of the municipal
bond insurance policy are on a parity with the Series 1998A Bonds, but the Series 1992A Bonds,
the Series 1985B Bonds and the 2002 Series A Bonds are not payable from proceeds of a
drawing under such municipal bond insurance policy. The payment of the principal and interest
on the 2002 Series A Bonds are, in addition, supported by the financial guaranty insurance policy
issued by Ambac Assurance Corporation insuring the payment when due of the principal of and
interest on the 2002 Series A Bonds. As provided in the Ordinance, bonds and other obligations
of the City may be issued from time to time pursuant to supplemental ordinances in one or more
series, in various principal amounts, may mature at different times, may bear interest at different
rates and may otherwise vary. All obligations to be issued under the Ordinance are and will be
equally secured by the pledge, security interest and covenants made therein, except as otherwise
expressly provided or permitted in the Ordinance.
This Bond is a special obligation of the City payable solely from the sources described above and
does not constitute a general obligation or an indebtedness of the City within the meaning of any
constitutional or statutory limitation or provision, and the City does not pledge its full faith and
credit and is not obligated to levy taxes or resort to any other moneys of the City, except net
revenues of the System as provided in the Ordinance, to pay the principal, premium, if any, and
interest on the Bonds.
This Bond is transferable, as provided in the Ordinance, only upon the registration books kept by
the Bond Registrar upon surrender of this Bond together with a written instrument of transfer
satisfactory to the Bond Registrar duly executed by the Registered Owner or his duly authorized
agent, and thereupon a new Bond or Bonds in the same aggregate principal amounts shall be
issued to the transferee in exchange therefor as provided in the Ordinance, and upon payment of
the charges therein prescribed. The City, the Paying Agent, the Authenticating Agent and the
Bond Registrar may deem and treat the person in whose name this Bond is registered as the
absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or
redemption price hereof and interest due hereon and for all other purposes.
The Bonds are issuable in the form of registered bonds in the denominations of $5,000 or any
integral multiple of $5,000. In the manner, subject to the conditions and upon the payment of the
charges described in the Ordinance, the owner of any Bond or Bonds may surrender the same
(together with a written instrument of transfer satisfactory to the Bond Registrar), in exchange
for an equal aggregate principal amount of Bonds of any other authorized denominations.
At the option of the City, the Bonds or portions thereof maturing on October 1, 2013 and
thereafter may be called for redemption and payment prior to their stated maturity on October 1,
2012 and thereafter at the direction of the City prior to maturity, upon notice as hereinafter
provided, as a whole at any time or in part on any interest payment date in any order of maturity
selected by the City and by lot in multiples of $5,000 within a maturity, at the redemption price
equal to the principal amount thereof, plus accrued interest thereon to the date of redemption.
The Bonds maturing on October 1, 2026 (the “Term Bond”), are subject to mandatory
redemption and payment prior to maturity on October 1, 2024 and on October 1, 2025 at the
principal amount thereof plus accrued interest to the redemption date, without premium. The City
will redeem on October 1, 2024 and October 1, 2025 the following principal amounts of such
Term Bond:
Principal
Year Amount
2024 $1,015,000
2025 1,070,000
The remaining $1,125,000 principal amount of the Term Bond maturing on October 1, 2026 will
be paid at maturity.
If less than all of the Bonds of like maturity are to be redeemed, the particular Bonds to be
redeemed shall be selected at random by the Paying Agent as provided in the Ordinance.
Notice of redemption shall be given to the registered owner hereof in the manner and upon the
terms and conditions set forth in the Ordinance. If notice of redemption shall have been given as
aforesaid, the Bonds or portions thereof specified in said notice shall become due and payable on
the redemption date therein fixed, and if, on the redemption date, moneys for the redemption of
all the Bonds or portions thereof to be redeemed, together with interest to the redemption date,
shall be available for such payment on said date, then, from and after the redemption date interest
on such Bonds or portions thereof so called for redemption shall cease to accrue and be payable.
[FORM OF ASSIGNMENT AND TRANSFER]
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
Attorney
to transfer the within Bond on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
In the presence of:
NOTICE: The signatures to this assignment must correspond
with the name as it appears
upon the face of the within Bond in every particular, without alteration or enlargement or any
change whatever.
STATEMENT OF INSURANCE
Financial Guaranty Insurance Policy No. 22498 (the “2002 Series A Bond Insurance Policy”)
with respect to payments due for principal of and interest on this Bond has been issued by
Ambac Assurance Corporation (the “2002 Series A Bond Insurer”). The 2002 Series A Bond
Insurance Policy has been delivered to The Bank of New York, New York, New York, as the
Insurance Trustee under said 2002 Series A Bond Insurance Policy and will be held by such
Insurance Trustee or any successor insurance trustee. The 2002 Series A Bond Insurance Policy
is on file and available for inspection at the principal office of the Insurance Trustee and a copy
thereof may be secured from the 2002 Series A Bond Insurer or the Insurance Trustee. All
payments required to be made under the 2002 Series A Bond Insurance Policy shall be made in
accordance with the provisions thereof. The owner of this Bond acknowledges and consents to
the subrogation rights of the 2002 Series A Bond Insurer as more fully set forth in the 2002
Series A Bond Insurance Policy.
ARTICLE VIII
2002 SERIES A BOND INSURANCE POLICY
Section 801. Event of Default; Acceleration Rights.
Notwithstanding Section 801 or other provisions of the Original Ordinance, the Paying Agent
or
the City, as appropriate, shall immediately notify the 2002 Series A Bond Insurer if at any time
there are insufficient moneys to make any payments of principal and or interest as required and
immediately upon the occurrence of any Event of Default as described in the Original Ordinance
with respect to the 2002 Series A Bonds. Notwithstanding any other provision of the Original
Ordinance, in determining whether the rights of the 2002 Series A Bondholders will be adversely
effected by any action taken pursuant to the terms and provisions of this Fourth Supplemental
Ordinance, the Paying Agent shall consider the effect on the 2002 Series A Holders as if there
were no 2002 Series A Bond Insurance Policy.
Upon the occurrence of an Event of Default with respect to the 2002 Series A Bonds, the Paying
Agent for the 2002 Series A Bonds may, with the consent of the 2002 Series A Bond Insurer, and
shall, at the direction of the 2002 Series A Bond Insurer or 25% of the Holders of the 2002 Series
A Bonds with the consent of the 2002 Series A Bond Insurer, by written notice to the City and
the 2002 Series A Bond Insurer, declare the principal of the 2002 Series A Bonds to be
immediately due and payable, whereupon that portion of the principal of the 2002 Series A
Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without
further action, become and be immediately due and payable, anything in the Original Ordinance
or in the 2002 Series A Bonds to the contrary notwithstanding.
Anything in the Original Ordinance to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default (as defined in the Original Ordinance) with respect to the
2002 Series A Bonds, the 2002 Series A Bond Insurer shall be entitled to control and direct the
enforcement of all rights and remedies granted to the 2002 Series A Bondholders or the Paying
Agent for the benefit of the 2002 Series A Bondholders under this Fourth Supplemental
Ordinance, including, without limitation, acceleration of the principal of the 2002 Series A
Bonds and the right to annul any declaration of acceleration, and the 2002 Series A Bond Insurer
shall also be entitled to approve all waivers of Events of Default with respect to the 2002 Series
A Bonds.
Section 802. Payment Procedure Pursuant to the 2002 Series A Bond Insurance
Policy.
>As long as the 2002 Series A Bond Insurance Policy shall be in full force and effect
for the 2002 Series A Bonds, the City and the Paying Agent agree to comply with the
following provisions:
At least one (1) day prior to all Interest Payment Dates the Paying Agent will determine
whether there will be sufficient funds in the funds and accounts to pay the principal of or
interest on the 2002 Series A Bonds on such Interest Payment Date. If the Paying Agent
determines that there will be insufficient funds in such funds or accounts, the Paying Agent
shall so notify the 2002 Series A Bond Insurer. Such notice shall specify the amount of the
anticipated deficiency, the 2002 Series A Bonds to which such deficiency is applicable and
whether such 2002 Series A Bonds will be deficient as to principal or interest, or both. If
the Paying Agent has not so notified the 2002 Series A Bond Insurer at least one (1) day
prior to an Interest Payment Date, the 2002 Series A Bond Insurer will make payments of
principal or interest due on the 2002 Series A Bonds on or before the first (1st) day next
following the date on which the 2002 Series A Bond Insurer shall have received notice of
nonpayment from the Paying Agent.
the Paying Agent shall, after giving notice to the 2002 Series A Bond Insurer as provided in
(a) above, make available to the 2002 Series A Bond Insurer and, at the 2002 Series A Bond
Insurer’s direction, to The Bank of New York, in New York, New York, as insurance
trustee for the 2002 Series A Bond Insurer or any successor insurance trustee (the
“Insurance Trustee”), the registration books of the City maintained by the Paying Agent
and all records relating to the funds and accounts maintained under this Fourth
Supplemental Ordinance.
the Paying Agent shall provide the 2002 Series A Bond Insurer and the Insurance Trustee
with a list of registered owners of 2002 Series A Bonds entitled to receive principal or
interest payments from the 2002 Series A Bond Insurer under the terms of the 2002 Series
A Bond Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to
mail checks or drafts to the registered owners of 2002 Series A Bonds entitled to receive
full or partial interest payments from the 2002 Series A Bond Insurer and (ii) to pay
principal upon 2002 Series A Bonds surrendered to the Insurance Trustee by the registered
owners of 2002 Series A Bonds entitled to receive full or partial principal payments from
the 2002 Series A Bond Insurer.
the Paying Agent shall, at the time it provides notice to the 2002 Series A Bond Insurer
pursuant to (a) above, notify registered owners of 2002 Series A Bonds entitled to receive
the payment of principal or interest thereon from the 2002 Series A Bond Insurer (i) as to
the fact of such entitlement, (ii) that the 2002 Series A Bond Insurer will remit to them all
or a part of the interest payments next coming due upon proof of Holder entitlement to
interest payments and delivery to the Insurance Trustee, in form satisfactory to the
Insurance Trustee, of an appropriate assignment of the registered owner’s right to
payment, (iii) that should they be entitled to receive full payment of principal from the
2002 Series A Bond Insurer, they must surrender their 2002 Series A Bonds (along with an
appropriate instrument of assignment in form satisfactory to the Insurance Trustee to
permit ownership of such 2002 Series A Bonds to be registered in the name of the 2002
Series A Bond Insurer) for payment to the Insurance Trustee, and not the Paying Agent
and (iv) that should they be entitled to receive partial payment of principal from the 2002
Series A Bond Insurer, they must surrender their 2002 Series A Bonds for payment thereon
first to the Paying Agent who shall note on such 2002 Series A Bonds the portion of the
principal paid by the Paying Agent and then, along with an appropriate instrument of
assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which
will then pay the unpaid portion of principal.
in the event that the Paying Agent has notice that any payment of principal of or interest
on a Bond which has become Due for Payment and which is made to a Holder by or on
behalf of the City has been deemed a preferential transfer and theretofore recovered from
its registered owner pursuant to the United States Bankruptcy Code by a trustee in
bankruptcy in accordance with the final, nonappealable order of a court having competent
jurisdiction, the Paying Agent shall, at the time the 2002 Series A Bond Insurer is notified
pursuant to (a) above, notify all registered owners that in the event that any registered
owner’s payment is so recovered, such registered owner will be entitled to payment from
the 2002 Series A Bond Insurer to the extent of such recovery if sufficient funds are not
otherwise available, and the Paying Agent shall furnish to the 2002 Series A Bond Insurer
its records evidencing the payments of principal of and interest on the 2002 Series A Bonds
which have been made by the Paying Agent and subsequently recovered from registered
owners and the dates on which such payments were made.
in addition to those rights granted the 2002 Series A Bond Insurer under this Fourth
Supplemental Ordinance, the 2002 Series A Bond Insurer shall, to the extent it makes
payment of principal of or interest on 2002 Series A Bonds, become subrogated to the
rights of the recipients of such payments in accordance with the terms of the 2002 Series A
Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to
claims for past due interest, the Paying Agent shall note the 2002 Series A Bond Insurer’s
rights as subrogee on the registration books of the City maintained by the Paying Agent
upon receipt from the 2002 Series A Bond Insurer of proof of the payment of interest
thereon to the registered owners of the 2002 Series A Bonds, and (ii) in the case of
subrogation as to claims for past due principal, the Paying Agent shall note the 2002 Series
A Bond Insurer’s rights as subrogee on the registration books of the City maintained by the
Paying Agent upon surrender of the 2002 Series A Bonds by the registered owners thereof
together with proof of the payment of principal thereof.
Section 803. Effect of 2002 Series A Bond Insurer Payment.
Notwithstanding anything to the contrary in the Original Ordinance, in the event that the
principal and or interest due on the 2002 Series A Bonds shall be paid by the 2002 Series A
Bond Insurer pursuant to the 2002 Series A Bond Insurance Policy, the 2002 Series A
Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and
not be considered paid by the City, and the assignment and pledge and all covenants,
agreements and other obligations of the City to the registered owners shall continue to exist
and shall run to the benefit of the 2002 Series A Bond Insurer, and the 2002 Series A Bond
Insurer shall be subrogated to the rights of such registered owners.
Section 804. Consent of 2002 Series A Bond Insurer.
(a) Any provision of this Fourth Supplemental Ordinance
expressly recognizing or
granting rights in or to the 2002 Series A Bond Insurer may not be amended in any manner
which affects the rights of the 2002 Series A Bond hereunder without the prior written
consent of the 2002 Series A Bond Insurer.
(b) Unless otherwise provided in this Section, the
2002 Series A Bond Insurer’s consent
shall be required in addition to 2002 Series A Bondholder consent, when required, for the
following purposes: (i) execution and delivery of any Supplemental Ordinance affecting
the 2002 Series A Bonds (but solely to the extent set forth in Article XI of the
Original
Ordinance); (ii) removal of the Paying Agent for the 2002 Series A Bonds and selection and
appointment of any successor paying agent; and (iii) initiation or approval of any action
not described in (i) or (ii) above which requires 2002 Series A Bondholder consent.
(c) The 2002 Series A Bond Insurer shall be entitled
to its rights hereunder, including
its rights of consent, so long as the 2002 Series A Bond Insurer is not in default in its
payment obligations under the 2002 Series A Bond Insurance Policy.
(d) Any reorganization or liquidation plan with respect
to the City must be acceptable
to the 2002 Series A Bond Insurer. In the event of any reorganization or liquidation, the
2002 Series A Bond Insurer shall have the right to vote on behalf of all 2002 Series A
Bondholders who hold 2002 Series A Bond Insurer-insured 2002 Series A Bonds absent a
default by the 2002 Series A Bond Insurer under the applicable 2002 Series A Bond
Insurance Policy insuring such 2002 Series A Bonds.
Section 805. Resignation or Removal of Paying Agent, Authenticating Agent
or Bond
Registrar and Appointment of Successor.
Notwithstanding Section 912 of the Original Ordinance, the Paying Agent for
the 2002
Series A Bonds may be removed at any time by an instrument or concurrent instruments in
writing delivered to the Paying Agent for the 2002 Series A Bonds, the 2002 Series A Bond
Insurer and the City and signed by the Owners of not less than a majority in aggregate
principal amount of 2002 Series A Bonds then Outstanding with the consent of the 2002
Series A Bond Insurer or if, a breach of trusts set forth in the Original Ordinance has
occurred, an instrument in writing delivered to the City and the 2002 Series A Bondholders
by the 2002 Series A Bond Insurer; provided, however, that in no event shall the removal of
the Paying Agent become effective until such time as a successor Paying Agent has been
appointed and has accepted the appointment. Every such Paying Agent for the 2002 Series
A Bonds appointed shall be a trust company or bank in good standing located in or
incorporated under the laws of the State of Missouri, duly authorized to exercise trust
powers and subject to examination by federal or state authority, having a reported capital
and surplus of not less than $75,000,000, or such lesser amount as may be approved in
writing by the 2002 Series A Bond Insurer. The 2002 Series A Bond Insurer shall be
provided with written notice of the resignation or removal of the Paying Agent and the
appointment of any successor thereto.
Section 806. Additional Financial and Reporting Requirements.
Notwithstanding the provisions of Article IX of the Original Ordinance, (a) The Paying
Agent shall furnish to the 2002 Series A Bond Insurer a copy of any notice to be given to
the registered owners of the 2002 Series A Bonds, including, without limitation, notification
of any redemption of or the defeasance of the 2002 Series A Bonds, and any certificate
rendered pursuant to this Fourth Supplemental Ordinance relating to the security for the
2002 Series A Bonds.
(b) The City and the Paying Agent shall furnish to
the 2002 Series A Bond Insurer such
additional information as it may reasonably request.
(c) The Paying Agent shall notify the 2002 Series
A Bond Insurer of any failure of the
City to provide relevant notices, certificates, etc.
(d) The City shall furnish the 2002 Series A Bond
Insurer with any financial statement
or audit and annual report as soon as practicable after the completion of such document.
(e) The City will permit the 2002 Series A Bond Insurer
to discuss the affairs, finances
and accounts of the City or any information the 2002 Series A Bond Insurer may
reasonably request regarding the security for the 2002 Series A Bonds with appropriate
officers of the City. The City will permit the 2002 Series A Bond Insurer to have access to
the Project and have access to make copies of all books and records relating to the 2002
Series A Bonds at any reasonable time during normal business hours.
(f) The 2002 Series A Bond Insurer shall have the
right to direct an accounting at the
City's expense and the City's failure to comply with such direction within thirty (30) days
after receipt of written notice of the direction from the 2002 Series A Bond Insurer shall be
deemed a default hereunder; provided, however, that if compliance cannot occur within
such period, then such period will be extended so long as compliance is begun within such
period and diligently pursued, but only if such extension would not materially adversely
affect the interests of any registered owners of the 2002 Series A Bonds.
ARTICLE IX
MISCELLANEOUS
Section 901. Tax Covenants.
(a) The City covenants that it will not take any action
or permit any action to be
taken or omit to take any action or permit the omission of any action reasonably
within its control which action or omission will cause the interest on the 2002 Series
A Bonds to be included in gross income for federal income taxation purposes or
otherwise adversely affect the exemption of the interest on the 2002 Series A Bonds
from federal and State of Missouri taxation. This covenant shall survive the
payment of the 2002 Series A Bonds and the termination of this Fourth
Supplemental Ordinance.
(b) The City covenants and agrees that (i) it will
comply with all requirements of
Section 148 of the Code to the extent applicable to the 2002 Series A Bonds, (ii) it
will use the proceeds of the 2002 Series A Bonds as soon as practicable and with all
reasonable dispatch for the purposes for which the 2002 Series A Bonds are issued,
and (iii) it will not invest or directly or indirectly use or permit the use of any
proceeds of the 2002 Series A Bonds or any other funds of the City in any manner,
or take or omit to take any action, that would cause the 2002 Series A Bonds to be
“arbitrage bonds” within the meaning of Section 103(b)(2) or Section 148(a) of the
Code.
(c) The City covenants and agrees that it will pay
or provide for the payment
from time to time of all amounts required to be rebated to the United States
pursuant to Section 148(f) of the Code and any Treasury Regulations applicable to
the 2002 Series A Bonds from time to time. This covenant shall survive payment in
full or defeasance of the 2002 Series A Bonds. The City specifically covenants to pay
or cause to be paid to the United States, the required amounts of rebatable arbitrage
at the times and in the amounts as determined by the Tax Letter of Instructions.
Notwithstanding anything to the contrary contained herein, the Tax Letter of
Instructions may be amended or replaced if, in the opinion of counsel nationally
recognized on the subject of municipal bonds, such amendment or replacement will
not adversely affect the exclusion from gross income for federal income tax purposes
of interest on the 2002 Series A Bonds.
(d) The foregoing covenants shall remain in full force
and effect
notwithstanding the defeasance of the 2002 Series A Bonds pursuant to Section 1201
of the Original Ordinance or any other provision of the Original Ordinance, until
the final maturity date of all Bonds Outstanding.
(e) The Mayor, City Manager or Director of Finance
and the City Clerk of the City are
hereby authorized and directed to execute the Tax Letter of Instructions on behalf of the
City.
Section 902. Ratification.
Except as amended by this Fourth Supplemental Ordinance, all other provisions set forth
in the Original Ordinance are hereby ratified, confirmed and continued in their entirety
and are not hereby amended in any respect.
Section 903. Severability.
If any section of other part of this Fourth Supplemental Ordinance, whether large or small,
shall for any reason be held invalid, the invalidity thereof shall not affect the validity of the
other provisions of this Fourth Supplemental Ordinance.
Section 904. Continuing Disclosure.
The City hereby covenants and agrees that it will comply with and carry out all of the
provisions of the Continuing Disclosure Certificate. The 2002 Series A Bond Insurer shall
be included as a party to be notified in such certificate. Notwithstanding any other
provision of this Fourth Supplemental Ordinance, failure of the City to comply with the
Continuing Disclosure Certificate shall not be considered an event of default hereunder;
however, any Bondholder or Beneficial Owner may take such actions as may be necessary
and appropriate, including seeking mandate or specific performance by court order, to
cause the City to comply with its obligations under this Section. For purposes of this
Section, “Beneficial Owner” means any person which (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any 2002 Series
A Bonds (including persons holding 2002 Series A Bonds through nominees, depositories or
other intermediaries), or (b) is treated as the owner of any 2002 Series A Bonds for federal
income tax purposes.
Section 905. Further Authorization.
The City Manager, Director of Finance and other officers of the City are hereby
authorized, empowered and directed to do all such acts and things and to execute,
acknowledge and deliver all such documents (including, without limiting the generality of
the foregoing, any bond purchase agreement requested by any purchaser of the Bonds, any
closing certificate, non-arbitrage certificate or tax compliance agreement in connection
with the issuance of the Bonds) as may in his or their discretion be deemed necessary or
desirable in order to carry out or comply with the terms and provisions of this Fourth
Supplemental Ordinance and the Official Statement and to make ministerial alterations,
changes or additions in the foregoing agreements, statements, instruments or other
documents herein approved, authorized and confirmed which they may approve and the
execution or taking of such action shall be taken as conclusive evidence of its necessity or
advisability. All the acts and undertakings of such officers which are in conformity with the
intent and purposes of this Fourth Supplemental Ordinance, whether heretofore or
hereafter taken or done shall be and the same are hereby in all respects, ratified, confirmed
and approved. The City Council hereby approves the employment by the City of
A.G. Edwards & Sons, Inc. as its Financial Advisor in connection with the sale of the
Bonds
and of the service of Thompson Coburn LLP, St. Louis, Missouri, as Bond Counsel.
Section 906. Notices.
Except as otherwise provided herein, any notice, request, complaint, demand or other
communication required or desired to be given or filed under this Fourth Supplemental
Ordinance shall be in writing and shall be deemed duly given or filed if the same shall be
duly mailed by registered or certified mail, postage prepaid, or by overnight delivery
service, addressed as follows:
(a) To the City:
City of Columbia, Missouri
701 East Broadway
Columbia, Missouri 65205
Attention: Finance Director
(b) To the Paying Agent:
UMB Bank, N.A.
928 Grand Blvd., 13th Floor
Kansas City, Missouri 64106
Attention: Corporate Trust Department
(c) To the 2002 Series A Bond Insurer:
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Attention: Surveillance
Telecopy No.: (212) 509-9190
with a copy to:
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Attention: General Counsel Office
Telecopy No.: (212) 509-9190
(d) To the 2002 Series A Bondholders if the same shall
be duly mailed by first class
mail addressed to each of the holders of 2002 Series A Bonds at the time Outstanding as
shown by the Bond Register.
All notices given as aforesaid to the 2002 Series A Bondholders shall be
deemed duly
given as of the date they are so mailed. All notices given to the City, the Paying Agent or
the 2002 Series A Bond Insurer shall be deemed given on the day on which the same are
hand delivered or sent by telecopy, on the second day following the date on which the same
have been mailed or on the day following the day on which the same are sent by overnight
delivery service. The 2002 Series A Bond Insurer, the Paying Agent and the City may from
time to time designate, by notice given hereunder to the other of such parties, such other
address to which subsequent notices, certificates or other communications shall be sent.
Section 907. Parties Interested Herein.
Notwithstanding Section 1207 of the Original Ordinance, nothing in this Fourth
Supplemental Ordinance expressed or implied is intended or shall be construed to confer
upon, or to give to, any person or entity, other than the City, the 2002 Series A Bond
Insurer, the Paying Agent and the 2002 Series A Bondholders, any right, remedy or claim
under or by reason of this Fourth Supplemental Ordinance or any covenant, condition or
stipulation thereof, and all covenants, stipulations, promises and agreements in this Fourth
Supplemental Ordinance contained by and on behalf of the City shall be for the sole and
exclusive benefit of the City, the 2002 Series A Bond Insurer, the Paying Agent and the
2002 Series A Bondholders. To the extent that this Fourth Supplemental Ordinance
confers upon or gives or grants to the 2002 Series A Bond Insurer any right, remedy or
claim under or by reason of this Fourth Supplemental Ordinance, the 2002 Series A Bond
Insurer is hereby explicitly recognized as being a third-party beneficiary hereunder and
may enforce any such right, remedy or claim conferred, given or granted hereunder.
Section 908. Captions.
The captions or headings in this Fourth Supplemental Ordinance are for convenience only
and in no way define, limit or describe the scope or intent of any provisions or Sections of
this Supplemental Ordinance.
Section 909. Applicable Law.
This Fourth Supplemental Ordinance shall be construed in accordance with the laws of the
State of Missouri.
Section 910. Effective Date.
That this Fourth Supplemental Ordinance shall be in force and take effect from and after
its passage.
PASSED this 4th day of February, 2002.